Advantage Partners, Euglena Co., and Tokyo Century agree to jointly acquire Q'sai from Coca-Cola Bottlers Japan Holdings

To All
December 15, 2020


Advantage Partners, Euglena Co., and Tokyo Century
agree to jointly acquire Q'sai
from Coca-Cola Bottlers Japan Holdings
Advantage Partners Inc.
euglena Co., Ltd.
Tokyo Century Corporation
Coca-Cola Bottlers Japan Holdings Inc.
Q'sai Co., Ltd.

The fund ("AP Fund") served by Advantage Partners Inc. (Head Office: Minato-ku, Tokyo; Representative Director:
Shinichiro Kita; "AP"), euglena Co., Ltd. (Head Office: Minato-ku, Tokyo; President and CEO: Mitsuru Izumo; "Euglena
Co.") and Tokyo Century Corporation (Head Office: Chiyoda-ku, Tokyo; President & CEO: Makoto Nogami; "Tokyo
Century") today agreed with Coca-Cola Bottlers Japan Holdings Inc. (Head Office: Minato-ku, Tokyo, President and
Representative Director: Calin Dragan, “CCBJH”) to jointly acquire all the shares of Q’sai Co., Ltd. (Head Office:
Fukuoka City, Fukuoka Prefecture; President and CEO: Satoshi Kambe; "Q’sai") currently held by CCBJH through a
Special Purpose Company ("SPC") *1 , established and invested in by AP Fund, Euglena Co. and Tokyo Century. SPC and
CCBJH entered into a share-transfer agreement scheduled to be executed on January 29, 2021.


<Agreement details>
● Three entities, AP Fund, Euglena Co. and Tokyo Century jointly acquire all shares of Q'sai
● Euglena Co. plans to consolidate Q'sai within one year from transaction
● Establishes a unique and optimized structure to realize growth of corporate value of Q’sai. Consists of Q’sai,
a long-established company in the health and skincare industry, AP, with strengths in fundamental business
structure transformation and management support, Euglena Co., a healthcare venture company with
strengths in ESG/SDGs and digital expertise, and Tokyo Century, a company with extensive post-merger
integration (PMI)*2 experience.
● Q'sai will collaborate with the three entities to transform its business from a "Mail-order company for health
foods and cosmetics" to a “Company supporting everyone’s well-aging” that provides products and services
to support consumers as they grow older to “age well”.

<Representative Q'sai products>




Kale Aojiru juice using All-in-one cosmetics Food with functional claims
Japanese grown kale "Cola-Rich" "Knee Support Collagen"
"The Kale"
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 For the past 55 years, Q'sai has built a reputation as one of the leading companies in the health food and cosmetics
mail order market, with annual sales of approximately ¥25 billion and approximately 370,000 mail order customers. AP
Fund, Euglena Co. and Tokyo Century recognize the value of Q'sai's product development capabilities, strong customer
base, and mail-order expertise, and believe that Q'sai has the potential for further growth and development, backed by the
united support, experience and expertise of the three entities of the acquiring partners.
This transaction represents a unique example in Japan, with an optimized structure that will enhance the corporate
value of Q’sai; Q'sai is a long-established company with solid brands; AP has strengths in improving business
management and fundamental business structure transformation; Euglena Co. is a venture company with relevant
strengths in ESG/SDGs and digital expertise; and Tokyo Century has abundant post-merger integration experience. In
this transaction, the SPC will acquire all of the shares of Q'sai held by CCBJH in exchange for cash funded by joint
investments from AP Fund, Euglena Co. and Tokyo Century as well as bank lending. AP Fund, Euglena Co., and Tokyo
Century will initially own 67.22%, 12.84% and 19.94% shares of SPC, respectively. Euglena Co. plans to increase its
ownership of SPC to up to 49% and make Q'sai a consolidated subsidiary within one year of this transaction.
<Transaction Detail>




Note：*Euglena Co. plans to increase its ownership of SPC and make Q'sai a consolidated subsidiary within one year of this transaction



Looking ahead, Q'sai will benefit from the management and integration expertise of AP and Tokyo Century to expand
its product lineup and strengthen branding. At the same time, by leveraging Euglena Co.'s digital marketing knowledge,
Q’sai will be able to expand its customer base to so-called “pre-senior” customers.
With the government's goal of extending healthy life expectancy and promotion of "Well-Aging," led by the Ministry
of Economy, Trade and Industry, Q'sai, AP, Euglena Co., and Tokyo Century believe that "well aging support," which is
different from “anti-aging”, is a future growth opportunity in the health industry. By combining each company’s
strengths and resources to expand the consumer base from seniors to pre-seniors as well as fine tuning products and
service offerings that support healthy living in all stages of life, we aim to evolve and transform Q'sai from a “mail order
company for health foods and cosmetics” to a “company supporting everyone’s well-aging” that provides products and
services to support consumers as they grow older to “age well”.
CCBJH has completed various initiatives to drive sustainable growth and maximize the corporate value of Q'sai since
the acquisition of Q’sai in 2010, including a recent comprehensive update to the Q’sai corporate brand and launch of
various products across the health and skincare lineup. At this time, CCBJH has determined that the best way to support



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the next era of growth for the health and skincare business is to sell Q’sai to a strong local partner led by AP, Euglena Co.
and Tokyo Century.
AP has one of the largest and longest track records as an investment fund in Japan backed by a strong team of
professionals to drive change and growth. AP has a successful history of turning around and repositioning its invested
companies toward business growth through its private equity investment. The team involved in this transaction has a
proven track record of successful business transformation, including the transformation of “Megane Super” from a
company just selling eyeglasses to an "Eye-care company" that focuses on supporting eye health for senior-aged
customers. In this case, AP will take the lead in establishing a foundation for Q'sai's growth, and continue to support and
collaborate on redefining its business domain as well as the development of new business to maximize Q’sai’s potential,
even after Q’sai becomes a consolidated subsidiary of Euglena Co.
Euglena Co. has an affinity with Q’sai’s business as it has been growing its own business centered on mail-order sales
of health foods and cosmetics using its unique ingredients of microalgae Euglena. Euglena Co. also has assets and
expertise complementary to Qsai that can support Q'sai's future business growth, including expanding its young to
middle-aged customer base by leveraging digital marketing, ESG and SDG initiatives such as developing bio fuel and
supporting Bangladesh, and proprietary branding with its "Sustainability First" corporate philosophy. By consolidating
Q’sai and strengthening the business relationship between the two companies, together with the support of AP and Tokyo
Century, Euglena Co. will be able to realize its ambition to become a corporate healthcare group that helps support
sustainable health and “well-aging” for all consumers, from young to old.
Tokyo Century has been supporting both Euglena Co. and AP Group from both a business and financial perspective as
a shareholder and strategic business partner of each. In addition, as an industry-leading financial services company,
Tokyo Century has extensive experience in post-merger integration (PMI) through investments in domestic and overseas
companies and the establishment of joint ventures with partner companies. In this transaction, Tokyo Century will also
leverage its PMI experience to support the growth of Q’sai with a team that is fully aligned with Euglena Co. and AP.
AP, Euglena Co. and Tokyo Century will work collaboratively to drive Q’sai’s growth and evolve into a "Well-Aging
Support Company" as a leader in the healthcare industry by leveraging the respective strengths and experience of each of
the partners in the SPC.
.
■ Comment from Toshiya Tsukahara, Partner, Advantage Partners Inc.
"Advantage Partners has a track record of more than 100 investments over 23 years, with investments in a diverse
range of companies as a pioneer in the private equity investment market in Japan. We highly evaluate the tangible and
intangible assets as well as growth potential of Q'sai, and we are very pleased that we have reached an agreement for this
transaction. Also, this is the first joint-investment deal between Tokyo Century and AP and we think this will be a good
reference for similar large-scale carve-out M&A deals which require funds and strategic business support. We will do our
utmost to support the growth of Q'sai together with Euglena Co., which operates the business in this industry and our
strategic partner, Tokyo Century."




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■ Comment from Mitsuru Izumo, CEO, euglena Co., Ltd.
"Euglena Co. is a venture company which has achieved growth driven by the mail-order healthcare business since the
listing of its shares on the Mothers section to its current listing on the first section of Tokyo Stock Exchange. For us,
Q'sai has long been a respected and admired company in all aspects of its corporate philosophy, product-development
capabilities, and foundation of its mail-order business. I am very pleased and honored to participate in this opportunity
and I am very encouraged to form a partnership with AP Fund and Tokyo Century, Japan's leading financial group. By
learning from Q'sai's mail-order and product-development expertise and combining our own uniqueness and spirit of
challenge we have as a venture company, we will realize business growth that can deliver sustainable health to the
customers of both companies."


■ Comment from Koichi Nakajima, Deputy President, Executive Officer, Tokyo Century Corporation
"Tokyo Century has been partnering with leading companies in multiple fields as strategic partners, and has developed
the business model of "Finance x Service x Business Expertise" through co-creation. In October 2019, we announced a
strategic alliance with AP Group, and we have been exploring collaboration opportunities including joint investment. It is
our sincere pleasure to have reached an agreement for the great company known as Q’sai as our first joint investment
deal, together with AP and our longstanding business partner Euglena Co.. We will fully support the growth of Q'sai after
the investment by leveraging our extensive resources."


■Comment from Calin Dragan, President and Representative Director, Coca-Cola Bottlers Japan Holdings Inc.
"It has been our privilege at CCBJH to be the stewards of the respected Q’sai business, with its long history in Japan,
well-known brands, valued customers and dedicated employees. We are pleased to have found such a strong set of local
partners in AP, Euglena Co. and Tokyo Century, with deep experience in the Japan market to help usher in the next era of
growth for Q’sai, and we have every confidence that the new ownership will enable the company to continue to develop
and grow well into the future. In line with our strategic business plan announced in August 2019, CCBJH will continue to
focus on setting a solid foundation for growth in our core beverage business as part of our mission to deliver happy
moments to everyone, while creating value.”


■ Comment from Satoshi Kambe, President and Representative Director, Q'sai Co., Ltd.
"Q'sai was founded in 1965 and began manufacturing and selling kale aojiru juice in 1982. Since then, we have expanded
our product and service domains across healthcare, skincare, and food analytics, so that we can contribute to improving
the quality of life of everyone. Based on our collaborative experience in the Coca-Cola Bottlers Japan Holdings Group,
we will further enhance our product development capabilities, expand our customer base, and leverage our mail-order
expertise with the support of AP, Euglena Co., and Tokyo Century in the future to create new value for everyone.


*1: Q-Partners Co., Ltd. (Headquarters: Minato-ku, Tokyo; Representative Director: Toshiya Tsukahara)
A special purpose company (SPC) established for the purpose of acquiring all the outstanding shares of Q'sai Co., Ltd.
*2: “Post-Merger Integration” means an integration process to maximize the originally planned integration impact following an M&A




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<Corporate Profile: Advantage Partners Inc.>
AP is a domestic independent service provider that has been a market pioneer since the early days of the Japanese
private equity investment market when it began servicing the first dedicated buyout fund in Japan in 1997. AP Fund
operates multiple funds, including a buyout fund targeting Japanese mid-sized companies, a buyout fund targeting
Asian mid-sized companies, and a private solutions fund that supports the growth of listed companies through minority
investments. It has an excellent turnaround track record, with over 100 investments over 23 years of investment
activities, and its accumulated know-how and highly-experienced and capable team of professionals are major
strengths. AP conducts investment activities based on the philosophy of "We nurture our portfolio companies into firms
that remain resolutely competitive even after they have left our funds." and "We support a management process that
provides value not only to our funds and the investors that backed them, but also allows other shareholders, employees,
business partners and financial institutions to enjoy economic value even after we have completed our investment." For
more information, please refer to https://www.advantagepartners.com/ website.


<Company Profile: euglena Co., Ltd.>
Euglena Co. is a venture company originating from the University of Tokyo that sells health foods and cosmetics using
the microalgae Euglena, and was the first company in the world to succeed in the outdoor mass cultivation of Euglena
for food usage. It also conducts research and development on biofuels and feed. Since listing on the First Section of the
Tokyo Stock Exchange in 2014, it has achieved rapid growth centered on the mail-order business for health foods and
cosmetics, while also promoting businesses in the sustainability area, such as biofuel R&D and demonstration
manufacturing and support for Bangladesh. In August 2020, the 15th anniversary of the Company's founding, it
revamped the Corporate Identity (CI) and established “Sustainability First” as the Euglena Philosophy. For more
information, see https://www.euglena.jp/ website.




Euglena food Euglena cosmetics
"Euglena for the body" "one"




<Corporate Profile: Tokyo Century Corporation>
Tokyo Century creates unique financial services by promoting collaboration with domestic and overseas partner
companies under a management environment free of regulatory constraints. It is engaged in high-value-added
businesses in a wide range of business areas that transcend the financial framework. These include Equipment Leasing,
which has a broad customer base; Mobility & Fleet Management, which provides auto leases for corporations and
individuals as well as car rental services; Specialty Financing, which drives its growth centered on the aviation and real
estate businesses; and International Business, which has a network across more than 30 countries and regions
worldwide.




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 Tokyo Century has invested in Euglena Co. since before its listing in 2012, and through support in both business and
financial fields, we have built a deep relationship with Euglena Co.. We have also invested in Advantage Partners
(H.K.) Limited, the shareholding company of AP Group under a strategic alliance in 2019, and are promoting
collaboration as a partner in the principal investment business. For more information, see
https://www.tokyocentury.co.jp/en/ website.


<Company Profile: Coca-Cola Bottlers Japan Holdings Inc.>
CCBJH was established in April 2017 as a result of the consolidation over time of 12 bottlers in various regions of Japan.
Among the approximately 250 Coca-Cola Bottlers that manufacture and sell Coca-Cola products worldwide, CCBJH is
the largest in Asia and one of the largest Coca-Cola bottlers in the world in terms of revenue. (As of December 2019).
CCBJH manufactures and distributes Coca-Cola branded beverages in Tokyo, Osaka, Kyoto and 35 prefectures in Japan
as a "Total beverage company" that meets the needs of all consumers in every occasion.


In August 2019, CCBJH announced a mid-term plan toward 2024 as well as a new corporate philosophy under the motto,
"Paint it RED! Let’s Repaint our Future.” Our mission is to deliver happy moments to everyone, while creating value.
Our vision is to be the partner of choice for all our stakeholders, including customers, shareholders, local communities,
and employees. For more information on our company, including sustainability goals such as our 2030 Package Vision
which outlines ambitious plans toward a World Without Waste, please visit our website at https://en.ccbji.co.jp/


<Company profile: Q'sai Co., Ltd.>
Q'sai is a long-established company that is a leader in the health food and cosmetics mail order industry in Japan. Since
its foundation in 1965, it has built a long history of 55 years by winning the support of customers and bringing valuable
products to the world under a strong vision of contributing to the happiness of customers through healthy products,
including its flagship kale “Aojiru” juice. Representative products include kale aojiru under the brand The Kale, the
Knee Support Collagen series, and the Cola-Rich series of cosmetics. See the Web site (https://corporate.kyusai.co.jp/)
for more information.
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